Siris Capital Group LLC agreed to buy Synchronoss Technologies subsidiary IntraLinks Holdings Inc. for approximately $1 billion.
Investment funds affiliated with Siris will pay about $977 million in cash plus a contingent payment of up to $25 million in cash. Siris funds will make a $185 million preferred equity investment in Synchronoss consisting of cash and 5,994,667 Synchronoss common shares. The preferred shares will be convertible to common shares at an initial conversion price of $18 per share. The number of common shares issuable upon conversion will initially be capped at 19.9% of Synchronoss' issued and outstanding common shares. If the equity investment is terminated, Siris can trigger a Synchronoss repurchase of the shares at $14.56 per share.
The IntraLinks sale is expected to close in November, while the sale of preferred shares is set to close in the first quarter of 2018.
Synchronoss purchased IntraLinks in January. The sale agreement follows a review of strategic alternatives for Synchronoss to maximize shareholder value and focus on its core media and communications business. Synchronoss plans to focus on its cloud, messaging and cell phone customer service.
Goldman Sachs & Co. and PJT Partners are financial advisers to Synchronoss, and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP is legal adviser. Evercore Partners, Macquarie Capital, Moelis & Co. LLC and RBC Capital Markets are financial advisers to Siris. Wachtell Lipton Rosen & Katz is corporate counsel to Siris, and Greenberg Traurig LLP is financial counsel to Siris in connection with the transaction.